Confidential Draft

Project Jaguar

Presentation to the Board of Directors

August 17, 2017

Goldman Stanley
Executive Summary

▪ Over the past year, Jaguar’s share price has barely changed, falling by ~33% (~$50) and then rising by ~50% (~$50) to
its current level of $147.40 (there has also been little net change over the past ~3 years)

▪ At its current levels, Jaguar is undervalued relative to Comparable Public Companies and on an intrinsic, cash-flow
basis; Precedent Transactions and Premiums also imply a much higher share price

▪ Jaguar’s promising portfolio, pricing power, and market position could make it an attractive acquisition candidate and
allow it to achieve a significantly higher valuation in a deal

▪ Such a strategy would allow Jaguar to maximize shareholder value, expand its geographic reach and distribution
channels, and acquire more resources for future research & development and M&A activity

▪ Given Jaguar’s unique attributes, we believe a purchase premium between 20% and 35%, implying share prices
ranging from approximately $175 to $200, is possible

▪ We recommend a highly targeted process focused on the most likely (“Tier 1”) potential partners, along with an
outreach to Tier 2 potential partners while discussions with Tier 1 partners are ongoing

Goldman Stanley 2
Summary of Jaguar Valuation

Jaguar appears to be undervalued by 20-35%, depending on the methodology

#1 Implied Valuation
and selected year

Despite significantly higher revenue growth, EBITDA growth, and EBITDA

Comparable Public
#2 margins, Jaguar trades at a discount to the median EV / Revenue, EV /
Companies
EBITDA, and P / E multiples of its peer companies

Management forecasts indicate that Jaguar is moderately undervalued;

Discounted Cash Flow
#3 consensus figures produce the opposite result, but all analyses exclude the
(DCF) Analysis
value of potential synergies in an M&A deal

LTM EV / EBITDA multiples indicate an implied share price of $240+;

#4 Precedent Transactions
Premiums indicate an implied value between $180 and $200 per share

Goldman Stanley 3
Operational Assumptions for Jaguar
Management Forecast Consensus Forecast

Xyrem Peak Sales ▪ $3.8B in FY 22 ▪ $3.1B in FY 21

Erwinaze Peak Sales ▪ $0.3B in FY 26 ▪ $0.3B in FY 26

Defitelio Peak Sales ▪ $0.6B in FY 26 ▪ $0.5B in FY 26

Vyxeos and JZP-110 Sales ▪ $1.6B total in FY 26 ▪ $1.1B total in FY 26

Operating Margins ▪ 40% declining to 25-30% ▪ 40% declining to 25-30%

WACC ▪ 10.0% declining to 7.5% ▪ 10.0% declining to 7.5%

Terminal Value ▪ 2.5% Terminal Growth Rate ▪ 2.0% Terminal Growth Rate

Implied Share Price ▪ ~$157 ▪ ~$113

Goldman Stanley 4
Management Case – Financial Projections
($ USD in Millions)

Goldman Stanley 5
Revenue Projections: Management vs. Consensus
($ USD in Billions)

Goldman Stanley 6
EBITDA Projections: Management vs. Consensus
($ USD in Billions)

Goldman Stanley 7
Valuation Summary – Management Case
($ USD in Dollars as Stated)

▪ All market data as of August 16, 2017

▪ Given that Jaguar’s revenue growth, EBITDA growth, and EBITDA margins exceed those of its peer companies, we
believe that the 75th percentile multiples are the most applicable ones here

Goldman Stanley 8
Jaguar Comparable Public Companies
Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $5 Billion

($ USD in Billions)

Comparable Public Companies – Revenue, CY 2017E – CY 2018E(1)

Goldman Stanley (1) Financial data as of August 16, 2017. 9

Jaguar Comparable Public Companies
Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $5 Billion

($ USD in Billions)

Comparable Public Companies – EBITDA, CY 2017E – CY 2018E(1)

Goldman Stanley (1) Financial data as of August 16, 2017. 10

Jaguar Comparable Public Companies
Specialty Pharmaceutical Companies That Sell Primarily Branded Drugs, with LTM Revenue Between $500 Million and $5 Billion

Comparable Public Companies – Growth and Valuation Multiples, CY 2017E – CY 2018E(1)

Goldman Stanley (1) Financial data as of August 16, 2017. 11

Jaguar Precedent Transactions
U.S. and Canadian Pharmaceutical Sellers with $500 Million – $5 Billion in LTM Revenue, Aug. 16, 2012 – Aug. 16, 2017

($ USD in Millions)

Goldman Stanley 12
Jaguar DCF Analysis – Free Cash Flow Projections
($ USD in Millions)

Goldman Stanley 13
Jaguar DCF Analysis – Sensitivities
($ USD in Dollars as Stated)

▪ Output from the sensitivities below is based on the Management forecasts for Jaguar
▪ Range of Discount Rates is based on a 10.13% median WACC of comparable public companies and a 9.76% median
WACC with Jaguar’s current capital structure; Terminal Multiples and Growth Rates are linked to comparables

Goldman Stanley 14
Summary Profile of Equity Shareholders

Commentary: Banks / Investment Other:

Individuals / Banks: 3%
Insiders: 2%
▪ Gross Common Share Count: 58,739,693(1) 2%

▪ Major institutional investors represent

approximately 97% of share ownership
Hedge Funds:
▪ Largest institutional shareholders include: 12%
▪ Putnam: 8,304,110 (14.1%)
▪ Fidelity: 8,290,410 (14.1%)
▪ Vanguard: 4,677,223 (8.0%)
▪ BlackRock: 3,110,681 (5.3%)

▪ Insiders own 2-3% of shares outstanding:

▪ Seamus Mulligan (Director): 1,048,008
(1.8%)
▪ Bruce Cozadd (CEO): 226,199 (0.4%)
Investment
▪ Given the lack of activist investors and the Managers:
high percentage of shares held by 81%
traditional investment managers, the
chances of a challenge to a potential deal
are low

Source: Company proxy statements, investor filings, and Capital IQ.

Goldman Stanley (1) As of June 30, 2017 10-Q filing. 15
Valuation Conclusions

The company’s margins and growth rates exceed the median figures of its
“75th Percentile”
#1 peer companies, indicating that it should be valued in-line with the 75th
Valuation is Justified
percentile multiples

This price represents a 35%+ premium to Jaguar’s current share price; greater
#2 Goal: $200 / Share
upside might be possible with a highly complementary partner

Implied value is between $110 and $160 / share, but these projections do not
Discounted Cash Flow
#3 include possible synergies in an M&A deal and, as such, they likely undervalue
(DCF) Analysis
Jaguar

Premiums Paid Premiums Paid indicate a median implied share price of $180 – $200, with a
#4
Analysis 75th percentile implied share price in the $200 – $220 range

Goldman Stanley 16
Potential Strategic Partners

▪ Size, ability to pay, product/pipeline, and strategic fit should all be considered

▪ At $200 / share, Jaguar would be worth an Enterprise Value of nearly $15 billion; therefore, potential partners should be
able to drawn on this much Cash and Debt to fund the deal

▪ Both branded and generics companies should be considered, in light of recent M&A activity

Tier 1 Potential Partners Tier 2 Potential Partners

Market Cap: ▪ Significantly larger than Jaguar ▪ Closer to Jaguar’s size

Ability to Pay: ▪ Capable of paying at least $10-15 ▪ May have to issue Stock to fund
billion in Cash and Debt the full purchase price

Strategic Fit: ▪ Solid product and pipeline fit ▪ Solid product and pipeline fit

Goldman Stanley 17
Potential Strategic Partners

Tier 1 Potential Partners

Tier 2 Potential Partners

Goldman Stanley 18
Key Recommendations

▪ We recommend engaging in targeted discussions with the Tier 1 candidates and assessing their receptiveness to M&A
discussions

▪ At the same time, Goldman Stanley will reach out to Tier 2 candidates and introduce Jaguar as a potential partner
▪ M&A process with Tier 1 candidates will take significantly longer due to the size of the companies, so we recommend
conducting both processes simultaneously

▪ Depending on the responses from Tier 1 and Tier 2 candidates, Goldman Stanley and Jaguar may do additional
research to determine other potential partners and then approach them

Targeted Sell-Side M&A Broad Sell-Side M&A

< 5 potential partners 10 – 100 potential partners

6 – 12 months Time required is highly variable

Close-ended Iterative process

Higher success probability Lower success probability

Goldman Stanley 19
Process Recommendations

Specialized Targeted
Highly Targeted Broad M&A
Negotiations With Discussions +
Process Process Broad
One Party Broader Search
Marketing

RECOMMENDED

▪ Combination of targeted discussions plus

broader search conducted in background
maximizes success probability and
minimizes disruption to Jaguar

▪ Additional parties contacted depend on

responsiveness of Tier 1 and Tier 2
partners

▪ Interested parties would sign NDAs and

then proceed into due diligence and
valuation discussions with Jaguar

Goldman Stanley 20